<PAGE>
 
                                                                    Appendix C

                       The Commonwealth of Massachusetts

                OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                        MICHAEL J. CONNOLLY, Secretary
                ONE ASHBURTON PLACE BOSTON, MASSACHUSETTS 02108
                           ARTICLES OF ORGANIZATION
                             (Under G.L. Ch. 156B)

                                   ARTICLE 1

                        The name of the corporation is:

                             DYNATECH CORPORATION

                                  ARTICLE II

                 The purpose of the corporation is to engage 
                     in the following business activities:

To carry on any engineering, research, consulting, development, manufacturing, 
mercantile, selling, management, service or other business operation or activity
which may be lawfully carried on by a corporation organized under the Business
Corporation Law of the Commonwealth of Massachusetts.



















Note: If the space provided under any article or item on this form is 
insufficient additions shall be set forth on a Separate 8 1/2 x 11 sheet of 
paper leaving a left hand margin at least 1 inch. Additions to more than one 
article maybe continued on a single sheet so long as each article requiring each
such addition is clearly indicated.

                                      C-1
<PAGE>
 
                                  ARTICLE III

The Type and issuance of stock and the total number of shares and par value, if
any, of each type and class of stock which the corporation is authorized to
issue


                           WITHOUT PAR VALUE STOCKS
<TABLE> 
<CAPTION> 
                    -------------------------------------
                        TYPE          NUMBER OF SHARES
                    -------------------------------------
                     <S>              <C> 
                     COMMON:
                                      200,000,000
                    -------------------------------------
                     PREFERRED:

                    -------------------------------------
</TABLE> 


                             WITH PAR VALUE STOCKS
<TABLE> 
<CAPTION> 
               ---------------------------------------------------
                    TYPE        NUMBER OF SHARES        PAR VALUE
               ---------------------------------------------------
                <S>             <C>                     <C> 
                COMMON:

               ---------------------------------------------------
                PREFERRED:
                                    100,000              $1
               ---------------------------------------------------
</TABLE> 

                                  ARTICLE IV

If more than one type, class or series is authorized, a description of each 
_____, if any, the preferences, voting powers, qualifications, special or 
relative rights or privileges as to each type and class thereof and any series 
now established.

                               See pages 2A - 2G


                                   ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the 
transfer of shares of stock of any class are as follows:



                                     None






                                  ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of business and 
affairs of the corporation, for its voluntary dissolution, or for limiting, 
defining, regulating the powers of the corporation, or of its directors or 
stockholders or of any class of shareholders:  (if there are no provisions state
"None".)


                               See pages 2H - 2M


Note:  The preceding (6) articles are considered to be permanent and may only 
be changed by filing appropriate articles of amendment.


<PAGE>
 
                                  Article IV
                                  ----------

          A description of each of the different classes of stock with the
preferences, voting powers, qualifications, special or relative rights or
privileges as to each class thereof is as follows:

                            SERIAL PREFERENCE STOCK
                            -----------------------

          1.   Issuance.  The Serial Preference Stock may from time to time be
               --------                                                       
divided into and issued in one or more series.  The different series shall be
established and designated, and the variations in the relative rights and
preferences as between the different series shall be fixed and determined by the
Board of Directors as provided in Section 2 hereof.  In all other respects all
shares of Serial Preference Stock shall be identical.

          The Serial Preference Stock may be issued from time to time by
authority of the Board of Directors for such consideration as from time to time
may be fixed by vote of the Board of Directors providing for the issue of such
stock.

          2.   Rights and Privileges.  The Board of Directors is hereby 
               ---------------------   
expressly authorized, subject to the provisions of these Articles of
Organization, to establish one or more series of Serial Preference Stock and,
with respect to such series, to fix and determine by vote providing for the
issue of such series:

          (a)  the number of shares to constitute such series and the
     distinctive designation thereof;

          (b)  the dividend rate on the shares of such series and the dividend
     payment dates;

          (c)  whether or not the shares of such series shall be redeemable,
     and, if redeemable, the redemption prices which the shares of such series
     shall be 

                                      2A
<PAGE>
 
     entitled to receive and the terms and manner of redemption;

          (d)  the preferences, if any, and the amounts which the shares of such
     series shall be entitled to receive and all other special or relative
     rights of the shares of such series, upon the voluntary and involuntary
     dissolution of, or upon any distribution of the assets of, the Corporation;

          (e)  whether or not the shares of such series shall be subject to the
     operation of retirement or sinking funds to be applied for redemption of
     such shares and, if such retirement or sinking fund or funds be
     established, the annual amount thereof and the terms and provisions
     relative to the operation thereof;

          (f)  whether or not the shares of such series shall be convertible
     into, or exchangeable for, shares of any other class or classes or of any
     other series of the same or any other class or classes of stock of the
     Corporation and the conversion price or prices or ratio or ratios or the
     rate or rates at which such exchange may be made, with such adjustments, if
     any, as shall be stated in such vote;

          (g)  whether or not the shares of such series shall have voting
     rights, and, if so, the conditions under which the shares of such series
     shall vote as a separate class; and

          (h)  such other designations, preferences and relative, participating,
     optional or other special rights and qualifications, limitations or
     restrictions of such series to the full extent now or hereafter permitted
     by the laws of the Commonwealth of Massachusetts.

Notwithstanding the fixing of the number of shares constituting a particular
series, the Board of Directors may at any time thereafter authorize the issuance
of additional shares of the same series.

                                      2B
<PAGE>
 
          3.   Dividends.  Holders of Serial Preference Stock shall be entitled
               ---------                                                       
to receive, when and as declared by the Board of Directors but only out of funds
legally available for the payment of dividends, cash dividends (which may be
cumulative) at the annual rates fixed by the Board of Directors for the
respective series and no more, payable on such dates in each year as the Board
of Directors shall fix for the respective series as provided in subsection 2(b)
(hereinafter referred to as "dividend dates").  Until all accrued dividends on
all series of Serial Preference Stock which bear cumulative dividends have been
declared and set apart for payment through the last preceding dividend date set
for all such series, no cash payment or distribution shall be made to holders of
any other class of Stock of the Corporation.  Dividends on shares of Serial
Preference Stock of any series which bears cumulative dividends shall accumulate
from and after the day on which such shares are issued, but arrearages in the
payment of dividends on any shares of Serial Preference Stock shall not bear
interest. No dividend shall be declared and set apart for payment on any series
of Serial Preference Stock in respect of any dividend period unless there shall
likewise be declared and set apart for payment on all shares of Serial
Preference Stock of each series at the time outstanding such dividends as would
be payable on the said shares through the last preceding dividend date if all
dividends were declared and paid in full.  Nothing herein contained shall be
deemed to limit the right of the Corporation to purchase or otherwise acquire at
any time any shares of its capital stock; provided that no shares of capital
stock shall be repurchased at any time when accrued dividends on any series of
Serial Preference Stock which bears cumulative dividends remain unpaid for any
period to any including the last preceding dividend date.

          For purposes of these Articles of Organization, and of any vote fixing
the terms of any series of Serial Preference Stock the amount of dividends
"accrued" on any share of Serial Preference Stock of any series as at any
dividend date which bears cumulative dividends shall be 

                                      2C
<PAGE>
 
deemed to be the amount of any unpaid dividends accumulated thereon to and
including such dividend date, whether or not earned or declared, and the amount
of dividends "accrued" on any such share of Serial Preference Stock of any
series which bears cumulative dividends as at any date other than a dividend
date shall be calculated as the amount of any unpaid dividends accumulated
thereon to and including the last preceding dividend date, whether or not earned
or declared, plus an amount computed, on the basis of 360 days per annum, for
the period after such last preceding dividend date to and including the date as
of which the calculation is made at the annual dividend rate fixed for the
shares of such series.

          4.   Preference Upon Dissolution.  Upon the dissolution of, or upon 
               ---------------------------
any distribution of the assets of, the Corporation, before any payment or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for any other class of stock, the holders of Serial
Preference Stock shall be entitled to payment of the amount of the preference
payable upon such dissolution of, or distribution of the assets of, the
Corporation fixed by the Board of Directors for the respective series as
provided in subsection 2(d), and shall be entitled to no further payment. If
upon any such dissolution or distribution the assets of the Corporation shall be
insufficient to pay in full to the holders of the Serial Preference Stock the
preferential amount aforesaid, then such assets, or the proceeds thereof, shall
be distributed among the holders of each series of Serial Preference Stock
ratably in accordance with the sums which would be payable on such distribution
if all sums payable were discharged in full. The voluntary sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property and assets of the
Corporation, the merger or consolidation of the Corporation into or with any
other Corporation, or the merger of any other corporation into it, shall not be
deemed to be a dissolution of, or a distribution of the assets of, the
Corporation, for the purpose of this Section 4.

                                      2D
<PAGE>
 
          5.   Redemption.  In the event that and during the period in which the
               ----------                                                       
Serial Preference Stock of any series shall be redeemable, then, at the option
of the Board of Directors, the Corporation from time to time may redeem all or
any part of the outstanding shares of such series at the redemption price and
upon the terms and conditions fixed by the Board of Directors as provided in
subsection 2(c) (the sum so payable upon any redemption of Serial Preference
Stock being herein referred to as the "redemption price"); provided, that not
less than 30 days previous to the date fixed for redemption notice of the time
and place thereof shall be mailed to each holder of record of the shares so to
be redeemed at his address as shown by the records of the Corporation; and
provided, further, that in case of redemption of less than all of the
outstanding shares of any series of Serial Preference Stock the shares to be
redeemed shall be chosen by lot or in such equitable manner as may be prescribed
by the Board of Directors.  At any time after notice of redemption shall have
been mailed as above provided but before the redemption date, the Corporation
may deposit the aggregate redemption price in trust with a bank or trust company
in New York, New York, Boston, Massachusetts, or any other city in which the
Corporation shall at that time maintain a transfer agency with respect to any
class of its stock, having capital, surplus and undivided profits of at least
$5,000,000, and named in such notice.  Upon the making of such deposit, or if no
such deposit is made then upon such redemption date (unless the Corporation
shall default in making payment of the redemption price), holders of the shares
of Serial Preference Stock called for redemption shall cease to be stockholders
with respect to such shares notwithstanding that any certificate for such shares
shall not have been surrendered; and thereafter such shares shall no longer be
transferable on the books of the Corporation and such holders shall have no
interest in or claim against the Corporation with respect to said shares, except
the right (a) to receive payment of the redemption price upon surrender of their
           -                                                                    
certificates, or (b) to exercise on or before the date fixed for redemption the
                  -                                                            
rights, if any, not 

                                      2E
<PAGE>
 
theretofore expiring, to convert the shares so called for redemption into, or to
exchange such shares for, shares of stock of any other class or classes of stock
of the Corporation. Any funds deposited in trust as aforesaid which shall not be
required for such redemption, because of the exercise of any right of conversion
subsequent to the date of such deposit or otherwise, shall be returned to the
Corporation forthwith. The Corporation shall be entitled to receive from any
such bank or trust company the interest, if any, allowed on any moneys deposited
pursuant to this Section, and the holders of any shares so redeemed shall have
no claim to any such interest. Any funds so deposited by the Corporation and
unclaimed at the end of five years from the date fixed for such redemption shall
be repaid to the Corporation upon its request, after which repayment the holders
of such shares who shall not have made claim against such moneys prior to such
repayment shall be deemed to be unsecured creditors of the Corporation, but only
for a period of two years from the date of such repayment (after which all
rights of the holders of such shares as unsecured creditors or otherwise shall
cease), for an amount equivalent to the amount deposited as above stated for the
redemption of such shares and so repaid to the Corporation, but shall in no
event be entitled to any interest.

          In order to facilitate the redemption of any shares of Serial
Preference Stock, the Board of Directors is authorized to cause the transfer
books of the Corporation to be closed as to the shares to be redeemed.

          6.   Retirement.  Any shares of Serial Preference Stock which shall at
               ----------                                                       
any time have been redeemed, or which shall at any time have been surrendered
for conversion or exchange or for cancellation pursuant to any retirement or
sinking fund provisions with respect to any series of Serial Preference Stock,
shall be retired and shall thereafter have the status of authorized and unissued
shares of Serial Preference Stock undesignated as to series.

                                      2F
<PAGE>
 
                                  COMMON STOCK
                                  ------------

          1.   Issuance.  The Common Stock may be issued from time to time by
               --------                                                      
authority of the Board of Directors for such consideration as from time to time
may be fixed by vote of the Board of Directors providing for the issue of such
stock.

          2.   Dividends.  Holders of Common Stock shall be entitled to receive
               ---------                                                       
dividends when and as declared by the Board of Directors but only out of funds
legally available for the payment thereof and not until all accrued dividends on
all series of Serial Preference Stock which bear cumulative dividends shall have
been declared and set apart for payment through the last preceding dividend date
set for all such series.

          3.   Preference to Serial Preference Stock Upon Dissolution.  Upon the
               ------------------------------------------------------           
dissolution of, or upon any distribution of the assets of, the corporation, the
assets, or the proceeds thereof, which are available for distribution to
stockholders shall be distributed ratably among the holders of Common Stock
after payment to the holders of each series of Serial Preference Stock of the
amount of the preference payable upon such dissolution of, or distribution of
the assets of, the Corporation.

          4.   Voting Rights.  The Common Stock shall have exclusive voting
               -------------                                               
rights except as otherwise required by law and except to the extent the Board of
Directors may, at the time any series of Serial Preference Stock is established,
determine that the shares of such series shall have exclusive voting rights or
shall vote together as a single class with shares of Common Stock and/or with
shares of one or more other series of Serial Preference Stock on all or certain
matters.  Each share of Common Stock shall be entitled to one vote.

                                      2G
<PAGE>
 
                                   Article VI
                                   ----------

             POWERS OF THE CORPORATION, DIRECTORS AND STOCKHOLDERS
             -----------------------------------------------------

          The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its Directors (as defined below) and stockholders:

          1.   The number of Directors of the Corporation shall be fixed and may
be altered from time to time in the manner provided in the By-Laws, and
vacancies in the Board of Directors and newly created directorships resulting
from any increase in the authorized number of Directors may be filled, and
Directors may be removed, as provided in the By-Laws.

          2.   The election of Directors may be conducted in any manner approved
by the stockholders at the time when the election is held and need not be by
ballot.

          3.   All corporate powers and authority of the Corporation (except as
at the time otherwise provided by law, by these Articles of Organization or by
the By-Laws) shall be vested in and exercised by the Board of Directors.

          4.   No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of his or her
fiduciary duty as a Director, provided that nothing contained in these Articles
                              --------                                         
of Organization shall eliminate or limit the liability of a Director (i) for any
                                                                      -         
breach of the Director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
 --                                                                      
misconduct or a knowing violation of the law, (iii) under Section 61 or 62 of
                                               ---                           
the Business Corporation Law of the Commonwealth of Massachusetts (the 

                                      2H
<PAGE>
 
"MBCL"), or (iv) for any transaction from which the Director derived an improper
             --                                                        
personal benefit.

          No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any Director of the Corporation
for or with respect to any acts or omissions of such Director occurring prior to
such amendment or repeal.

          The provisions of this Article shall not eliminate or limit the
liability of a Director of the Corporation for any act or omission occurring
prior to the date on which this Article became effective.

          If the MBCL is subsequently amended to eliminate or further limit the
personal liability of Directors or to authorize corporate action to eliminate or
further limit such liability, then the liability of the Directors of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the MBCL as so amended.

          5.   The By-Laws of this Corporation may provide that the Directors
may make, amend or repeal the By-Laws in whole or in part, except with respect
to any provision thereof which by law, the Articles of Organization or the By-
Laws requires action by the stockholders.

                                INDEMNIFICATION
                                ---------------

          1.   Definitions.  For purposes of these Articles:
               -----------                                  

          (a)  A "Director" or "Officer" means any person serving as a director
of the Corporation or in any other office filled by appointment or election by
the Directors or the stockholders and also includes (i) a Director or Officer of
                                                     -                          
the Corporation serving at the request of the Corporation as a director,
officer, employee, trustee, partner or other agent of another organization or
who serves at its request in any capacity with respect to any employee benefit
plan, 

                                      2I
<PAGE>
 
and (ii) any person who formerly served as a Director or Officer;
     --                                                          

          (b)  "Expenses" means (i) all expenses (including attorneys' fees and
                                 -                                             
disbursements) actually and reasonably incurred in connection with a Proceeding,
in being a witness in a Proceeding, or in successfully seeking indemnification
under these Articles, and (ii) any judgments, awards, fines or penalties paid by
                           --                                                   
a Director or Officer in connection with a Proceeding or amounts paid in
settlement of a Proceeding, including any taxes or penalties imposed on such
Director or Officer with respect to any employee benefit plan under applicable
law; and

          (c)  A "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
and any claim which could be the subject of a Proceeding.

          2.   Rights to Indemnification.  Except as limited by law, the
               -------------------------                                
Corporation shall indemnify its Directors and Officers against all Expenses
incurred by them in connection with any Proceeding resulting from their serving
as an Officer or Director, except that no indemnification shall be provided
regarding any matter as to which it shall be adjudicated that such Director or
Officer did not act in good faith and in the reasonable belief that his or her
action was in the best interests of the Corporation (the "Standard"); for
purposes of this Section 2 in connection with service to an employee benefit
plan, no Director or Officer shall be deemed to have failed to have acted in
accordance with the Standard if he or she acted in good faith in the reasonable
belief that his or her action was in the best interests of the participants or
beneficiaries of said plan; and provided that as to any matter disposed of by a
compromise payment by the Director or Officer seeking indemnification hereunder,
pursuant to a consent decree or otherwise, no indemnification shall be provided
unless such compromise shall be approved (i) by a majority vote of the Directors
                                          -                                     
who were not parties to such Proceeding, or 

                                      2J
<PAGE>
 
(ii) by legal counsel (who may be the counsel regularly employed by the 
 --                              
Corporation) in a written opinion to the effect that such Director's or
Officer's actions were not contrary to the Standard or (iii) by vote of a
                                                        ---          
majority of stockholders present in person or by proxy at a meeting at which a
quorum is present.

          The Board of Directors may, by general vote pertaining to a specific
employee or agent or class thereof, authorize indemnification of the
Corporation's employees and agents to whatever extent it may determine, which
may be in the same manner and to the same extent provided above.

          3.   Advance Payments.  Except as limited by law, expenses of a
               ----------------                                          
Director or Officer shall be paid by the Corporation in advance of the final
determination of a Proceeding, no later than 45 days after the written request
therefor by said Director or Officer, unless it is determined (i) by a majority
                                                               -               
vote of a quorum consisting of the Directors who were not parties to such
Proceeding, or (ii) by legal counsel (who may be the counsel regularly employed
                --                                                             
by the Corporation) in a written opinion, to the effect that such Director or
Officer did not act in accordance with the Standard; provided, however, that
such advance shall only be made upon receipt of an undertaking by the Director
or Officer to repay the advances if it is ultimately determined that he or she
is not eligible to be indemnified, which undertaking may be unsecured and
accepted without regard to the financial ability of such Director or Officer to
make repayment.

          4.   Insurance.  The Corporation shall have the power to purchase and
               ---------                                                       
maintain insurance on behalf of any Director or Officer against any liability or
cost incurred by him or her as a Director or Officer or arising out of such
status, whether or not the Corporation would have the power to indemnify such
Director or Officer against such liability or cost.

                                      2K
<PAGE>
 
          5.   Other Rights and Remedies.  The provisions of these Articles
               -------------------------                                   
shall not be construed to limit the power of the Corporation to indemnify its
Officers or Directors to the full extent permitted by law or to enter into
specific agreements, commitments or arrangements for indemnification permitted
by law.

          The indemnification provided hereunder shall inure to the benefit of
the heirs and personal representative of a Director or Officer.

          All rights to indemnification under these Articles shall be deemed to
be in the nature of a contractual obligation of the Corporation bargained for by
each Director and Officer who serves in such capacity at any time while these
Articles or other relevant provisions of the MBCL and other applicable law, if
any, are in effect.  No repeal or modification of these Articles shall adversely
affect any such rights or obligations then existing with respect to any state of
facts then or theretofore existing or any Proceeding theretofore or thereafter
brought based in whole or in part upon any such state of facts.

          In the event that the laws of the Commonwealth of Massachusetts
hereafter shall be amended, the effect of which is to modify, change, expand or
contract the right or ability of a Massachusetts corporation to provide
indemnification to any or all of its Officers or Directors, the Board of
Directors of the Corporation shall be authorized to amend the By-Laws of the
Corporation to insert therein an indemnification provision not inconsistent with
the statutory law of Massachusetts then in effect and any such By-Law provision
shall not be invalid or unenforceable by reason of the fact that it is
inconsistent with the provisions of these Articles.

                      TRANSACTIONS WITH INTERESTED PERSONS
                      ------------------------------------

          1.   In the absence of bad faith, no contract or transaction by this
Corporation shall be void, voidable or 

                                      2L
<PAGE>
 
in any way invalid by reason of the fact that it is with an Interested Person.

          2.   For this purpose, Interested Person shall mean an officer,
director, stockholder or employee of the Corporation, any person in any other
way interested in the Corporation, and a corporation or organization in which an
officer, director, stockholder or employee of this Corporation is an officer,
director, stockholder or employee or in any way interested.

          3.   In the absence of bad faith, no Interested Person shall be liable
because of his interest in this Corporation to the Corporation or any other
Interested Person for any loss or expense incurred by reason of such contract or
transaction or be accountable for any gain or profit realized from such contract
or transaction.

          4.   The provisions of this Article shall be operative notwithstanding
the fact that the presence of an Interested Person was necessary to constitute a
quorum at a meeting of Directors or stockholders of the Corporation at which
such contract or transaction was authorized or that the vote of an Interested
Person was necessary for the authorization of such contract or transaction.

          The Corporation reserves the right to amend or repeal any provision
contained in these Articles of Organization in the manner now or hereafter
prescribed by the law of the Commonwealth of Massachusetts and all rights herein
conferred upon stockholders or Directors are granted subject to this
reservation.

                                      2M
<PAGE>
 
                                  ARTICLE VII

The effective date of organization of this corporation shall be the date
approved and filed by the Secretary of the Commonwealth. If a later effective
date is desired, specify such date which shall not be more than thirty days
after the date of filing.

The information continued in ARTICLE VIII is NOT a PERMANENT part of the 
Articles of Organization and may be changed ONLY by filing the appropriate form 
provided therefor.

                                 ARTICLE VIII

a. The street address of the corporation IN MASSACHUSETTS is:(post office boxes 
are not acceptable)
        
       3 New England Executive Park, Burlington, Massachusetts 01803

b.  The name, residence and post office address (if different) of the directors 
and officers of the corporation as follows:

<TABLE> 
<CAPTION> 

                  NAME               RESIDENCE         POST OFFICE ADDRESS

<S>                <C>                  <C>                     <C> 

President:

Treasurer:

Clerk:

Director:

</TABLE> 



c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
   of the month of: March
   
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if 
any, is:


                                  ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer, 
clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF and under the gains and penalties of perjury, I/WE, whose 
signature(s) appear below as incorporator(s) and whose names and business or 
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do 
hereby associate with the intention of forming this corporation under the 
provisions of General Laws Chapter 1568 and do hereby sign these Articles of 
Organization as incorporator(s)
this    day of            19  .

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

Note: If any already existing corporation is acting as incorporator, type in the
exact name of the corporation, the state or other jurisdictions where it was
incorporated, the name of the persons signing on behalf of said corporation and
the title he/she holds or other authority by which such action is taken.

                                       3

<PAGE>
 
                       THE COMMONWEALTH OF MASSACHUSETTS



                           ARTICLES OF ORGANIZATION

                    GENERAL LAWS, CHAPTER 156B, SECTION 12

                ==============================================


     I hereby certify that, upon an examination of these articles of 
organization, duly submitted to me, it appears that the provisions of the 
General Laws relative to the organization of corporations have been complied 
with, and I hereby approve said articles; and the filing fee in the amount of 
$         having been paid, said articles are deemed to have been filed with me
this                 day of             19  .



Effective date


                              MICHAEL J. CONNOLLY
                              Secretary of State


FILING FEE: 1/10 of 1% of the total amount of the authorized capital stock, but 
  not less than $200.00. For the purpose of filing, shares of stock with a par
  value less than one dollar or no par stock shall be deemed to have a par value
  of one dollar per share.


               PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT


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